Question 1

Singapore Company vs Limited Liability Partnership (LLP)?

Achibiz · Accepted Answer

Comparison of Singapore Company vs Limited Liability Partnership (LLP)

Click here to view the comparison of Singapore Business Entities & Firms (In PDF).

Click here to view the Advantages & Disadvantages / Pros & Cons of all types of Business Entities & Firms in Singapore. (In PDF)

Features	Company	Limited Liability Partnership (LLP)
*Introduction*	One of the most preferred corporate vehicle for wider range of business journey	Hybrid form of business vehicle consisting both company and typical partnership
Suitability of Business Vehicle	Suitable for carrying all types of business activities including professional services	Suitable to carry professional services such as Law Firm, Audit Firm, etc
Definition	A business form which is a legal entity separate and distinct from its shareholders and directors	A partnership where the individual partner’s own liability is generally limited
Ownership or Owners	Exempt Private Company – 20 members or less and no corporation holds beneficial interest in the company’s shares Private Company – 50 members or less Public Company – can have more than 50 members	At least 2 partners. No maximum limit.
Legal Identity or Status	A separate legal entity from its members and directors Members have limited liability Can sue or be sued in company’s name Can own property in company’s name Members not personally liable for debts and losses of company	A separate legal entity from its partners Partners have limited liability Can sue or be sued in LLP’s name Can own property in LLP’s name Partners personally liable for debts and losses resulting from their own wrongful actions Partners not personally liable for debts and losses of LLP incurred by other partners
Requirements For Registration or Formation or Incorporation	Minimum of one share. Minimum Paid-up capital is S$1 (SGD One Only) At least one shareholder. At least one director ordinarily resident in Singapore, at least 18 years old. If a foreigner wishes to act as a local director of the company, he can apply for an EntrePass from the Ministry of Manpower (MOM). Undischarged bankrupts cannot be a director and cannot manage a company without approval from the Court or the Official Assignee.	At least two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP). At least one manager ordinarily resident in Singapore and at least 18 years old. Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.
Easiness of Registration	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days
Level of Fees for Registration	High when comparing to other form of business vehicles	Low set up costs among all business vehicles
Renewal Costs	Perpetual succession hence renewal is not applicable	Perpetual succession hence renewal is not applicable
Perception of Business by the Public	Regarded more trust worthy and credibility	It is common with specific professions hence it is easily and strongly regarded more trust worthy and credibility
Funding Opportunities	Avenue for equities from members including venture capital funding. Obtaining financial loans is relatively easier compared to other form of businesses.	Obtaining loans from banks is only by mortgaging the personal assets of the partners.
Yearly Statutory Obligations	Must appoint a company secretary within 6 months of incorporation. Must appoint an auditor within 3 months after incorporation, unless the company is exempt from audit requirements Annual returns must be filed. Statutory requirements for general meetings, directors, company secretary, share allotments must be complied with.	Annual declaration of solvency/insolvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business. No statutory requirement for general meetings, directors, company secretary, share allotments etc.
Taxation	Profits taxed at corporate tax rates	Profits taxed at partners’ personal income tax rates (if individual)/ corporate tax rate (if corporation)
Taxation Form	ECI & Form C or C-S	Form P for Partnership & Form B for respective Partners
GST Implication	GST obligation is at entity level based on own turnover	Based on combined turnover of all partnership businesses with the same composition (structure) of partners
Perpetual Existence in Law	A company has perpetual succession until wound up or struck off.	The LLP has perpetual succession until wound up or struck off.
Transfer of Ownership	Ownership can be transferred by sale and purchase of shares	Partners can be changed
Closing the Business or Deregistration	Winding Up – Voluntarily by members or creditors, compulsorily by the High Court Striking off	Winding Up – Voluntarily by members or creditors, compulsorily by the High Court Striking off

Question 2

Singapore Company vs Limited Liability Partnership (LLP)?

Achibiz · Accepted Answer

Comparison of Singapore Company vs Limited Liability Partnership (LLP)

Click here to view the comparison of Singapore Business Entities & Firms (In PDF).

Click here to view the Advantages & Disadvantages / Pros & Cons of all types of Business Entities & Firms in Singapore. (In PDF)

Features	Company	Limited Liability Partnership (LLP)
*Introduction*	One of the most preferred corporate vehicle for wider range of business journey	Hybrid form of business vehicle consisting both company and typical partnership
Suitability of Business Vehicle	Suitable for carrying all types of business activities including professional services	Suitable to carry professional services such as Law Firm, Audit Firm, etc
Definition	A business form which is a legal entity separate and distinct from its shareholders and directors	A partnership where the individual partner’s own liability is generally limited
Ownership or Owners	Exempt Private Company – 20 members or less and no corporation holds beneficial interest in the company’s shares Private Company – 50 members or less Public Company – can have more than 50 members	At least 2 partners. No maximum limit.
Legal Identity or Status	A separate legal entity from its members and directors Members have limited liability Can sue or be sued in company’s name Can own property in company’s name Members not personally liable for debts and losses of company	A separate legal entity from its partners Partners have limited liability Can sue or be sued in LLP’s name Can own property in LLP’s name Partners personally liable for debts and losses resulting from their own wrongful actions Partners not personally liable for debts and losses of LLP incurred by other partners
Requirements For Registration or Formation or Incorporation	Minimum of one share. Minimum Paid-up capital is S$1 (SGD One Only) At least one shareholder. At least one director ordinarily resident in Singapore, at least 18 years old. If a foreigner wishes to act as a local director of the company, he can apply for an EntrePass from the Ministry of Manpower (MOM). Undischarged bankrupts cannot be a director and cannot manage a company without approval from the Court or the Official Assignee.	At least two partners, who can be individuals (at least 18 years old) or body corporate (company or LLP). At least one manager ordinarily resident in Singapore and at least 18 years old. Undischarged bankrupts cannot manage the business without approval from the Court or the Official Assignee.
Easiness of Registration	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days	An easy process to be completed within a few hours however subject to referral to different authorities which may delay up to 14 working days
Level of Fees for Registration	High when comparing to other form of business vehicles	Low set up costs among all business vehicles
Renewal Costs	Perpetual succession hence renewal is not applicable	Perpetual succession hence renewal is not applicable
Perception of Business by the Public	Regarded more trust worthy and credibility	It is common with specific professions hence it is easily and strongly regarded more trust worthy and credibility
Funding Opportunities	Avenue for equities from members including venture capital funding. Obtaining financial loans is relatively easier compared to other form of businesses.	Obtaining loans from banks is only by mortgaging the personal assets of the partners.
Yearly Statutory Obligations	Must appoint a company secretary within 6 months of incorporation. Must appoint an auditor within 3 months after incorporation, unless the company is exempt from audit requirements Annual returns must be filed. Statutory requirements for general meetings, directors, company secretary, share allotments must be complied with.	Annual declaration of solvency/insolvency must be lodged by one of the managers stating whether the LLP is able or not able to pay its debts during the normal course of business. No statutory requirement for general meetings, directors, company secretary, share allotments etc.
Taxation	Profits taxed at corporate tax rates	Profits taxed at partners’ personal income tax rates (if individual)/ corporate tax rate (if corporation)
Taxation Form	ECI & Form C or C-S	Form P for Partnership & Form B for respective Partners
GST Implication	GST obligation is at entity level based on own turnover	Based on combined turnover of all partnership businesses with the same composition (structure) of partners
Perpetual Existence in Law	A company has perpetual succession until wound up or struck off.	The LLP has perpetual succession until wound up or struck off.
Transfer of Ownership	Ownership can be transferred by sale and purchase of shares	Partners can be changed
Closing the Business or Deregistration	Winding Up – Voluntarily by members or creditors, compulsorily by the High Court Striking off	Winding Up – Voluntarily by members or creditors, compulsorily by the High Court Striking off